f8k121609ex10ii_decisionpnt.htm


    


    Exhibit
10.2

     

     

    THIS
SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR
THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM THE
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND
ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (I) AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (II) PURSUANT TO AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS IN WHICH DECISIONOPINT SYSTEMS, INC. HAS RECEIVED AN OPINION OF
COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE
MADE.

     

    15%
SENIOR SUBORDINATED SECURED PROMISSORY NOTE

     

    $_____________--

     

    
      	 Issue
      Date:   As of December 17, 2009   	 Note
      No.:  DSI-1    


    

     

    FOR VALUE
RECEIVED, DECISIONPOINT
SYSTEMS, INC. (the “Company”)
hereby promises to pay to the order of _______________________. or
its successors, assigns and legal representatives (the “Holder”),
at 15 Valley Drive, Greenwich, Connecticut 06851, or at such other location as
the Holder may designate from time to time, the aggregate principal sum of _________________________________,
in lawful money of the United States of America, together with interest thereon
at a rate of fifteen (15%) percent per annum (the “Interest
Rate”).  Capitalized terms used in this Note (this “Note”),
unless indicated otherwise, have the respective meanings assigned to them in the
Purchase Agreement (as defined below).

    


    1. Note
Issuance.  This Note and other similar notes (collectively, the
“Notes”)
were issued pursuant to a Securities Purchase Agreement, dated of even date, by
and among the Company, the Holder, other holders of Notes and the other
signatories thereto (the “Purchase
Agreement”).  The Holder is entitled to all of the rights
provided in the Purchase Agreement and the other Transaction Documents (as
defined below), as if such provisions were expressly incorporated
within.  The date this or any other Note is issued is defined as the
“Issuance
Date.”

     

    2. Maturity.

     

    (a) Unless
prepaid by the Company pursuant to and in accordance with Section 3 hereof,
this Note shall mature on May 31, 2011 (the “Base
Period Maturity Date”).  On the Base Period Maturity Date,
unless otherwise prepaid in accordance with the provisions hereof, one hundred
fourteen percent (114%) of the then outstanding principal balance (the “Base
Period Applicable Accrued Value”) and any accrued and unpaid interest due
and owing on the Note shall be immediately paid by the Company to the
Purchaser.  Notwithstanding anything to the contrary provided herein
or elsewhere, the Company shall pay, beginning on March 31, 2010, partial
monthly amortization payments of $50,000, which will reduce the outstanding
principal amount of the Note by $46,728 and continue making payments of
principal pursuant to and in accordance with Schedule
A (which Schedule
A shall also breakout for each Purchaser all amortization and interest
payments to be paid to each Purchaser), attached hereto and made a part hereof
(the amounts payable hereunder being the “Applicable
Accrued Value”).

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (b) So long
as no Event of Default (as hereinafter defined) has occurred and is continuing
and no event has occurred which with the giving of notice or the passage of time
or both would constitute an Event of Default, the Company shall have the option
to extend the maturity of this Note until November 30, 2011 (the “Extended
Period Maturity Date”) by providing written notice to the Holder at least
thirty (30) days prior to the Base Period Maturity Date.  On the
Extended Period Maturity Date, unless otherwise prepaid pursuant to and in
accordance with the provisions hereof, one hundred fourteen percent (114%) of
the outstanding principal balance (the “Extended
Period Applicable Accrued Value”) and any accrued and unpaid interest due
and owing on the Note shall be immediately paid by the Company to the
Purchasers.  If this Note is extended pursuant to this Section 2(b),
notwithstanding anything to the contrary provided herein or elsewhere, the
Company shall increase its then applicable monthly amortization payments,
beginning on March 31, 2011, by paying partial monthly amortization payments of
$125,000, which will reduce the outstanding principal amount of the Note by
$109,649 and continue making payments of principal pursuant to and in accordance
with Schedule
B (which Schedule
B shall also breakout for each Purchaser all amortization and interest
payments being paid to each Purchaser), attached hereto and made a part
hereof.

     

    3. Calculation and Payment of
Interest.

     

    (a) This Note
shall bear interest (“Interest”)
at a rate equal to fifteen (15%) percent (the “Interest
Rate”) per annum on a 360-day year basis.  Interest shall be
payable monthly in arrears commencing on December 31, 2009, and continuing on
the last day of each succeeding month on all outstanding principal until all
amounts owed under the Note shall be fully repaid and shall be payable in full
on the earlier of (i) the Base Period Maturity Date or the Extended Period
Maturity Date, as the case may be, and (ii) the Prepayment Date (as defined in
Section 4
hereof, as the case may be); provided, however, that
notwithstanding anything to the contrary provided herein or elsewhere any
interest accruing on overdue amounts pursuant to Section 3(b) hereof
shall be payable on demand.  Interest shall be calculated on a simple
interest basis and shall accrue monthly and be payable monthly, in
arrears.

     

    (b) The
Company agrees that upon the occurrence and during the continuation of an Event
of Default, whether or not the Holder has accelerated payment of this Note, or
after judgment has been rendered on this Note or after the Base Period Maturity
Date or Extended Period Maturity Date, as the case may be, the unpaid principal
of all advances shall bear interest on all amounts which are not paid or
reimbursed to the Holder at an annual rate equal to nineteen and one-half
percent (19.5%) and
Holder shall be entitled to reasonable attorneys’ fees, costs and expenses
incurred in the collection of the amount of non-payment on the Note or any
accrued but unpaid interest thereon.

     

    
      
         

      

      
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    (c) All
payments to be made by the Company hereunder or pursuant to the Note shall be
made, without setoff or counterclaim, in lawful money of the United States and
in immediately available funds.

     

    4. Prepayment.

     

    (a) Voluntary
Prepayment.  All or any portion of the Note  may be
prepaid by the Company on or after the tenth (10th)
business day (the “Prepayment
Date”) following receipt by Holder of written notification from the
Company of the Company’s intent to prepay the Note.  All prepayments
of principal made during the Initial 12 Month Note Period (as defined below),
will be repaid at the Initial 12 Month Period Prepayment Amount (as
defined).  All prepayments of principal made during the Second 12
Month Note Period (as defined below) will be repaid at the Second 12 Month
Period Prepayment Amount (as defined below).

     

    (b) Mandatory
Prepayment.

     

    (i) Upon a
“Change in
Control” (as hereinafter defined) or in the event that the Company
consummates an “Asset
Disposition” (as hereinafter defined) all obligations (including
principal and interest together with costs and expenses, including, without
limitation, reasonable fees, charges and disbursements of counsel) shall become
immediately due and payable in preference to all other claim holders of the
Company (except claims by the Senior Bank pursuant to the Senior Credit
Agreement) in an amount equal to, if any such event occurs (i) on or prior to
the date twelve (12) months from the Issuance Date (the “Initial
12 Month Note Period”), one hundred seven percent (107%) of the then
outstanding principal balance of this Note, plus all accrued but unpaid interest
thereon (the “Initial
12 Month Period Prepayment Amount”), or (ii) on the date commencing on
the date following the Initial 12 Month Note Period (the “Second 12
Month Note Period”), one hundred fourteen percent (114%) of the then
outstanding principal balance of this Note, plus all accrued but unpaid interest
(the “Second 12
Month Period Prepayment Amount”).  The Company shall give
written notice to the Holder of any Asset Disposition and/or Change in Control
at least ten (10) and not more than sixty (60) Business Days prior to the
consummation of same.  Nothing contained in this Section 4
shall be deemed consent by the Holder to the consummation of any Asset
Disposition and/or Change of Control.

     

    (ii) For
purposes hereof the following terms shall have the following
meaning:

     

    “Asset
Disposition” shall mean the merger, acquisition, sale, lease, assignment
or other transfer for value (each a “Disposition”)
by the Company or any Subsidiary to any person of all or substantially all of
the assets of the Company.

     

    “Change in
Control” means either (i) the current equity owners of the Company cease
to own a majority of the outstanding equity of the Company, or a majority of the
voting control of the Company; or (ii) the current Board of Directors is changed
so that a majority of current directors are no longer Directors.

     

    
      
         

      

      
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    (c) Prepayments
Generally.

     

    (i) The
Company shall give written notice to the Holder of the amount and date of any
voluntary prepayment of this Note not less than ten (10) business days
prior to the date of such prepayment.  Upon notice of prepayment being
given by the Company, the Company covenants and agrees that it will pay the
prepayment amount set forth in such notice, on the date fixed for prepayment in
such notice, together with interest accrued and unpaid thereon to the date fixed
for such prepayment and together with any applicable costs and
expenses.  The principal amount to be prepaid will be the Initial 12
Month Period Prepayment Amount or the Second 12 Month Period Prepayment Amount
(as the case may be) on any such prepayment.

     

    (ii) Voluntary
and Mandatory prepayments of this Note shall all be subject to payment of the
Initial 12 Month Period Prepayment or the Second 12 Month Period Prepayment
Amount, as the case may be.

     

    5. Negative
Covenants.  Other than as expressly provided in the Purchase
Agreement, the Company agrees that, so long as any amount payable under this
Note remains unpaid (including, but not limited to, principal and/or accrued but
unpaid interest), it will not, and will cause its Subsidiaries not to, directly
and/or indirectly without the prior written consent of the Holder:

     

    (a) other
than (i) existing obligations to Silicon Valley Bank (the “Senior
Bank”),
pursuant to the Loan and Security Agreement, as amended, pursuant to the
Amendment to the Loan and Security Agreement, dated March 19, 2009 between the
Senior Bank, the Company and the other parties thereto (collectively, the “Senior
Credit Agreement”), and (ii) obligation set forth in the Transaction
Documents, create, incur, guarantee, issue, assume or in any manner become
liable in respect of, any obligation: (i) for borrowed money, other than trade
payables incurred in the ordinary course of business; (ii) evidenced by bonds,
debentures, notes, or other similar instruments; (iii) in respect of letters of
credit or other similar instruments (or reimbursement obligations with respect
thereto), except letters of credit or other similar instruments issued to secure
payment of trade payables arising in the ordinary course of business consistent
with past practices; (iv) to pay the deferred purchase price of property or
services, except trade payables arising in the ordinary course of business
consistent with past practices; (v) as lessee under capitalized leases other
than capitalized leases with, in the aggregate, payments less than $50,000
entered into in the ordinary course of business; (vi) secured by a Lien (as
defined below) on any asset of the Company whether or not such obligation is
assumed by the Company; and (vii) of any other person or entity;

     

    (b) other
than (i) expressly permitted by the Senior Credit Agreement and/or (ii) the
Transaction Documents, to create, incur, assume or suffer to exist any lien,
claim, pledge, charge, security interest or encumbrance of any kind (the “Liens”)
on any asset of the Company, or

     

    (c) declare,
pay, make and/or increase (i) any dividend, interest, distribution and/or other
payment on any securities of the Company (other than the Notes and indebtedness
under the Senior Credit Agreement); and/or (ii) any payment on account of the
purchase, redemption, retirement or acquisition of any securities of the Company
(other than the Notes and indebtedness represented by the Senior Credit
Agreement).

     

    
      
         

      

      
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    (d) increase
the Company’s aggregate payroll, including, but not limited to, consulting fees,
bonuses and/or payments of any kind from the Company’s aggregate payroll (the
“Payroll”)
as of September 30, 2009 by more than twenty (20%) percent in any fiscal year
from the prior year’s Payroll.

     

    (e) the
Company shall not enter into any transaction or series of transactions, whether
or not in the ordinary course of business with any Affiliate other than with
Cape Systems, Inc. (‘Cape”)
and iTEK Services, Inc. (“iTEK”),
which such transactions with Cape and iTEK shall be (i) disclosed in detail to
the Purchasers, including, but not limited to, all terms of the transaction, and
(ii) on terms and conditions at least as favorable to the Company in a
comparable arms-length transaction with a person other than an
Affiliate.

     

    (f) except
for any financing (i) in which Lane Capital, Inc. raises capital for the
Company, and/or (ii) raised to effectuate the acquisition of an entity in the
same industry as the Company with revenues in excess of $30,000,000 for its last
fiscal year, dilute the equity ownership of the Purchasers in the
Company.

     

    (g) repay any
accrued but unpaid salaries, consulting fees and/or other payments owed by the
Company and/or any Subsidiary to employees of the Company and/or its
Subsidiaries and/or any other person.

     

    (h) effectuate
any sales and/or transfers of any of its assets and/or create any new
subsidiaries; and

     

    (i) issue any
securities to Affiliates; and

     

    (j) take or
do any actions prohibited by the Purchase Agreement and/or any of the other
Transaction Documents.

     

    6. Affirmative
Covenants.  The Company agrees that so long as any amounts payable
under their Notes remains unpaid, the Company shall and shall cause its
subsidiaries to:

     

    (a) Promptly
pay and discharge all taxes, assessments and governmental charges or levies
imposed upon its income and profits., or upon any of its property, before the
same shall become delinquent, as well as all claims for labor, materials and
supplies which, if unpaid, might become a lien or charge upon such properties or
any part thereof; provided, however, that the Company shall not be required to
pay and discharge any such tax, assessment, charge, levy or claim so long as the
validity thereof shall be contested in good faith, by appropriate proceedings
and the Company shall set aside on its books adequate reserves in accordance
with generally accepted accounting principles (“GAAP”)
with respect to any such tax, assessment, charge, levy or claim so
contested.

     

    (b) Do or
cause to be done all things reasonably necessary to preserve and keep in full
force and effect its corporate existence, rights and franchises and comply with
all laws applicable to the Company, except where the failure to comply would not
have a material adverse effect on the Company.

     

    
      
         

      

      
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    (c) At all
times maintain, preserve, protect and keep its property used or useful in the
conduct of its business in good repair, working order and condition, and from
time to time make all needful and proper repairs, renewals, replacements and
improvements thereto as shall be reasonably required in the conduct of its
business.

     

    (d) At all
times keep true and correct books, records and accounts reflecting all of its
business affairs and transactions in accordance with GAAP.  Such books
and records shall be open at reasonable times and upon reasonable notice to the
inspection of the Payee or its agents.

     

    (e) Pay all
taxes imposed upon them or any of their properties or assets or with respect to
any of their franchises, businesses, income or property before any penalty
accrues thereon.

     

    (f) Maintain
or cause to be maintained with financially sound and reputable insurers (rated
A+ or better by Best Rating Guide), public liability, worker’s compensation,
respect to their businesses and properties against loss or damage of the kinds
customarily carried or maintained by corporations of established reputation
engaged in similar businesses and in amounts reasonably acceptable to the
Purchaser.  The Company shall cause the Purchasers to be named as
“lender’s loss payee” on all insurance policies relating to any Collateral (as
defined in the Security Agreement) and as “additional insured” under all
liability policies, in each case pursuant to appropriate endorsements in form
and substance reasonably satisfactory to the Purchasers, collaterally assign to
the Purchasers as security for the payment of the obligations under the Notes
all business interruption insurance of the Company.  Except for
insurance payments needed to replace equipment so the Company can perform its
historic business in the ordinary course, and provided there is no default
and/or any event of default in any Transaction Documents, the Company shall
apply any proceeds received from any policies of insurance relating to
collateral to the obligations under the Notes;

     

    (g) Comply
with the requirements of all applicable laws, rules, regulations and orders of
any governmental authority as now in effect and which may be imposed in the
future in all jurisdictions in which the Company is not doing business of may
hereafter be doing business; and

     

    (h) Provide
to each Purchaser (as defined in the Purchaser Agreement), all financial and
other information and data that the Company provides to Silicon Valley Bank
(“SVB”),
at the same time and in the same manner that it provides such information to
SVB.

     

    
      
         

      

      
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    7. Security;
Guaranties.

     

    Subject
and subordinated only to Liens securing the Company’s obligations to the Senior
Bank pursuant to the Senior Credit Agreement, the indebtedness evidenced by this
and other Notes and the obligations created hereby and thereby are (i) secured,
pursuant to a Security Agreement in favor of the Holder and other holders of
Notes by a senior first priority lien on the Company’s assets, pursuant to and
in accordance with the Security Agreement by the Company and its Subsidiaries
(as defined in the Purchase Agreement),in favor of the holders of the Notes (the
“Security
Agreement”), and (ii) guaranteed by a Guaranty Agreement by
the  Subsidiaries (the “Guaranty
Agreement”).  The Company represents and covenants that such
grant of security interest and guaranties are, and shall remain while any
indebtedness  under any of the Notes is outstanding (including, but
not limited to principal and accrued but unpaid interest thereon), senior in
right to all other security interests and guaranties, of the Company with regard
to  all Company assets and is not and shall not be subordinated to any
other security interest or guaranty of any other party, except for obligations
to the Senior Bank, pursuant to the Senior Credit Agreement.

     

    8. Events of
Default.  Each of the following shall constitute an “Event of
Default” hereunder:

     

    (a) The
Company shall fail to pay, any payments related to the Notes including, but not
limited to, any principal amount of this Note, accrued interest
thereon,  any amortization payment the Base Period Applicable Accrued
Value or the Extended Period Applicable Accrued Value (as the case may be),
whether at the Base Period Maturity Date or Extended Period Maturity Date (as
the case may be), upon acceleration or otherwise, or, if the Notes are prepaid
pursuant to Section
4 hereof or otherwise, the Initial 12 Month Period Prepayment Amount or
the Second 12 Month Period Prepayment Amount, as the case may be;

     

    (b) The
Company shall fail to pay any other amount under this Note when due and payable
(whether at the maturity date therefor, upon acceleration or
otherwise);

     

    (c) There
shall have occurred and be continuing without cure for a period of five (5)
business days a breach by the Company of any provision of this Note, the
Security Agreement, the Warrant, the Guaranty, the Registration Rights
Agreement, the Purchase Agreement and all other documents executed in connection
herewith and therewith (collectively, the “Transaction
Documents”);

     

    (d) any
representation or warranty made by the Company in the Transaction Documents
shall have been untrue or misleading in any material respect when
made;

     

    (e) except as
otherwise may be addressed in this Section
8 or elsewhere, any covenant, agreement or obligation of the Company in
any Transaction Document shall cease to be enforceable, or shall be determined
by a court of competent jurisdiction to be unenforceable in any material respect
and such unenforceability is not cured within five (5) Business Days after
notice;

     

    (f) The
Company shall sell, transfer, lease or otherwise dispose of all or any
substantial portion of its assets in one transaction or a series of related
transactions, participate in any share exchange, consummate any
recapitalization, reclassification, reorganization or other business combination
transaction or the Company shall adopt a plan of liquidation or dissolution or
agree to do any of the foregoing;

     

    
      
         

      

      
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    (g) The
Company shall have applied for or consented to the appointment of a custodian,
receiver, trustee or liquidator, or other court-appointed fiduciary of all or a
substantial part of its properties; or a custodian, receiver, trustee or
liquidator or other court appointed fiduciary shall have been appointed with or
without the consent of the Company; or the Company is generally not paying its
debts as they become due by means of available assets, or has made a general
assignment for the benefit of creditors; or the Company files a voluntary
petition in bankruptcy, or a petition or an answer seeking reorganization or an
arrangement with creditors or seeking to take advantage of any insolvency law,
or an answer admitting the material allegations of a petition in any bankruptcy,
reorganization or insolvency proceeding or has taken action for the purpose of
effecting any of the foregoing; or if, within ninety (90) days after the
commencement of any proceeding against the Company seeking any reorganization,
rehabilitation, arrangement, composition, readjustment, liquidation, dissolution
or similar relief under the Federal bankruptcy code or similar order under
future similar legislation, the appointment of any trustee, receiver, custodian,
liquidator, or other court-appointed fiduciary of the Company or of all or any
substantial part of its properties, such order or appointment shall not have
been vacated or stayed on appeal or otherwise or if, within ninety (90) days
after the expiration of any such stay, such order or appointment shall not have
been vacated (collectively, “Insolvency
Events”);

     

    (h) Any
Insolvency Event shall have occurred with respect to any
Subsidiary;

     

    (i) If the
Company’s Days Sales Outstanding (as defined below) for any quarter (as
determined as of the last day of any such quarter and based upon the
consolidated financial statements of the Company included in the Company’s
Quarterly Reports on Form 10-Q for the applicable quarter), is 80 days or
greater (“Days
Sales Outstanding”). For purposes of this Section
8(i), “Days Sales Outstanding” shall equal for any quarter being
calculated, the quotient of (i) the Company’s consolidated accounts’ receivable
(net of allowance for written-off receivables), divided by (ii) the quotient of
(a) the Company’s consolidated revenues for the last three months, divided by
(b) 90; provided, however, if there is
a default of this Section
8(i), the Company shall have 30 days to cure such default.  All
quarterly calculations of Days Sales Outstanding must be provided to the
Purchasers in a certificate signed by the CEO and CFO of the Company and set
forth in detail such calculations.  Such certificate must be approved
in writing by the Agent (as defined in the Security Agreement of even date
herewith).

     

    Upon the occurrence of any Event of
Default and during its continuation as provided hereunder, the Holder may, at
its option, declare all amounts due hereunder to be due and payable immediately
and, upon any such declaration, the same shall become and be immediately due and
payable.  If an Insolvency Event occurs with respect to the Company or
any Subsidiary, then all amounts due hereunder, which amounts shall include the
Base Period Applicable Accrued Value or Extended Period Applicable Accrued Value
(as the case may be) shall become immediately due and payable without any
declaration or other act on the part of the Holder.  Upon the
occurrence of any Event of Default and during its continuation as provided
hereunder, the Holder may, in addition to declaring all amounts due hereunder to
be immediately due and payable, pursue any available remedy, whether at law or
in equity.  If an Event of Default occurs and during its continuation
as provided hereunder, the Company shall pay to the Holder the reasonable
attorneys’ fees and disbursements and all other reasonable out-of-pocket costs
incurred by the Holder in order to collect amounts due and owing under this Note
or otherwise to enforce the Holder’s rights and remedies hereunder.

     

    
      
         

      

      
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    9. Waiver of Presentment,
Demand and Dishonor.  The Company hereby waives presentment for
payment, protest, demand, notice of protest, notice of non-payment and diligence
with respect to this Note, and waives and renounces all rights to the benefit of
any statute of limitations or any moratorium, appraisement, exemption or
homestead now provided or that hereafter may be provided by any federal or
applicable state statute, including but not limited to exemptions provided by or
allowed under the Federal Bankruptcy Code, both as to itself and as to all of
its property, whether real or personal, against the enforcement and collection
of the obligations evidenced by this Note and any and all extensions, renewals
and modifications hereof.

     

    No
failure on the part of the Holder hereof to exercise any right or remedy
hereunder with respect to the Company, whether before or after the happening of
an Event of Default, shall constitute a waiver of any future Event of Default or
of any other Event of Default.  No failure to accelerate the debt of
the Company evidenced hereby by reason of an Event of Default or indulgence
granted from time to time shall be construed to be a waiver of the right to
insist upon prompt payment thereafter; nor shall be deemed to be a novation of
this Note or a reinstatement of such debt evidenced hereby or a waiver of such
right of acceleration or any other right, or be construed so as to preclude the
exercise of any right the Holder may have, whether by the laws of the state
governing this Note, by agreement or otherwise; and the Company hereby expressly
waives the benefit of any statute or rule of law or equity that would produce a
result contrary to or in conflict with the foregoing.

     

    10. Enforcement
Costs.  In the case of any Event of Default under this Note,
the Company shall pay to Holder such reasonable amounts as shall be sufficient
to cover the cost and expense of such Holder due to such Event of Default,
including all reasonable attorneys fees and expenses and all reasonable costs of
collection and enforcement.

     

    11. Amendment;
Waiver.  Any term of this Note may be amended or waived only
upon the written consent of the Company and the consent of the
Holder.  No such waiver or consent on any one instance shall be
construed to be a continuing waiver or a waiver in any other instance unless it
expressly so provides.

     

    12. Transfers.  The
Holder shall have the right to transfer this Note or any interest herein in any
transaction meeting the requirements of applicable securities laws.

     

    13.
Binding Effect, Governing
Law; Consent to Jurisdiction.  This Agreement shall be governed
by and construed solely and exclusively in accordance with the internal laws of
the State of New York without regard to the conflicts of laws principles
thereof. The parties hereto hereby expressly and irrevocably agree that any suit
or proceeding arising directly and/or indirectly pursuant to or under this
Agreement shall be brought solely in a federal or state court located in the
City, County and State of New York. By its execution hereof, the parties hereby
covenant and irrevocably submit to the inpersonam jurisdiction
of the federal and state courts located in the City, County and State of New
York and agree that any process in any such action may be served upon any of
them personally, or by certified mail or registered mail upon them or their
agent, return receipt requested, with the same full force and effect as if
personally served upon them in New York City. The parties hereto expressly and
irrevocably waive any claim that any such jurisdiction is not a convenient forum
for any such suit or proceeding and any defense or lack of in personam jurisdiction
with respect thereto. In the event of any such action or proceeding, the party
prevailing therein shall be entitled to payment from the other party hereto of
all of its reasonable counsel fees and disbursements.

     

    
      
         

      

      
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    Each of
the Company and, by its acceptance of this Note, the Holder irrevocably submits
to the exclusive jurisdiction of any state or federal court located in the State
of Connecticut for the purpose of any suit, action, proceeding or judgment
relating to or arising out of this Note and the transactions contemplated
hereby.  Each of the Company and, by its acceptance of this Note, the
Holder irrevocably consents to the jurisdiction of any such court in any such
suit, action or proceeding and to the laying of venue in such
court.  Each of the Company and, by its acceptance of this Note, the
Holder irrevocably waives any objection to the laying of venue of any such suit,
action or proceeding brought in such courts and irrevocably waives any claim
that any such suit, action or proceeding brought in any such court has been
brought in an inconvenient forum.

     

    14. Notices.  All
notices required or permitted hereunder shall be in writing and shall be deemed
effectively given: (a) upon personal delivery to the party to be notified;
(b) five days after having been sent by registered or certified mail,
return receipt requested, postage prepaid; or (c) the next business day
after deposit with a nationally recognized overnight courier, specifying next
day delivery, with written verification of receipt.  All
communications shall be sent to the Company or the Holder at the address below
or at such address as either party hereto may designate by ten (10) days’
advance written notice to the other party hereto.

     

    If to the
Company:

     

    Decisionpoint
Systems, Inc.

    19655
Descartes

    Foothill
Ranch, CA  62910-26090

    Attention:                      Nicholas R.
Toms                                                      

    


     

    With a
copy, which will not constitute notice to:

     

    Sichenzia
Ross Friedman Ference LLP

    61
Broadway

    New York,
New York 10006

    Attention:
Gregory Sichenzia

    


     

    If to the
Holder:

     

    c/o
Genesis Merchant Partners, LP

    15 Valley
Drive

    Greenwich,
Connecticut  06831

    


    


    


    With a
copy which will not constitute notice, to:

    


    Gusrae,
Kaplan, Bruno & Nusbaum PLLC

    120 Wall
Street – 11th
Floor

    New York,
New York 10005

    Attention:  Lawrence
G. Nusbaum

    


    [SIGNATURE
PAGE TO FOLLOW]

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

    
 

     [SIGNATURE PAGE
DECISIONPOINT SYSTEMS, INC.

    SECURED PROMISSORY
NOTE]

     

    


     

    
      	
              ATTEST:

               

               

                  ________________________

                  Name:

            	
                  DECISIONPOINT
      SYSTEMS, INC.

               

               

              By:   ________________________

              Name:

              Title:

            
	 
      	 
      
	 
      	 
      


    

    Dated:  As
of December ____, 2009